Purchase Price; Assumed Liabilities. If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be THIRTY EIGHT MILLION TWO HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED NINETY AND 09/100 DOLLARS ($38,284,490.09), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. The Purchase Price shall be allocated between the Personal Property and the Real Property as set forth on attached Exhibit K. Any subsequent adjustment to the Purchase Price under this Agreement shall be deemed an adjustment to the amount allocated to the Real Property. The portion of the Purchase Price which is allocated to the Real Property pursuant to Exhibit K (as such allocation may be subsequently adjusted pursuant to this Agreement) shall be used as the consideration required to be stated on the face of the Deed. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”, which Timber Cutting Agreements are being retained by Seller), and (ii) any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).
Purchase Price; Assumed Liabilities. Deposit 28 2.9 Transfer Taxes 29 2.10 Irish Stamp Duty and VAT 29 2.11 Allocation of Purchase Price 30 2.12 Escrow Account 31 2.13 Further Assurances 31 2.13 Withholding 32 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 32 3.1 Organization, Good Standing and Other Matters 32 3.2 Authority and Enforceability 32 3.3 No Conflict; Required Filings and Consents 33 3.4 Compliance With Laws; Permits 33 3.5 Litigation 33 3.6 Real Property; Personal Property 34 3.7 Assigned Contracts 35 3.8 Brokers and Finders 35 3.9 Employees and Employee Benefit Plans 35 3.10 Intellectual Property 37 3.11 Data Protection and Privacy 40 3.12 Taxes 40 3.13 Material Customers and Suppliers 40 3.14 Financial Statements 41 3.15 Absence of Certain Changes 41 3.16 No Other Representations or Warranties 41 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER 42 4.1 Organization, Good Standing and Other Matters 42 4.2 Authority and Enforceability 42 4.3 No Conflict: Required Filings and Consents 42 4.4 Financing 42 4.5 Solvency 43 4.6 Litigation 43
Purchase Price; Assumed Liabilities. Section 2 of the Option Agreement is amended and restated in its entirety as follows: “If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be TWENTY-FIVE MILLION SIX HUNDRED THIRTY-SIX THOUSAND THREE HUNDRED FIFTY AND 16/100 DOLLARS ($25,636,350.16) (after giving effect to the increase in price for the Second Option Payment, Third Option Payment and Fourth Option Payment), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at 97949213.6 0067129-00001 Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein); and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).”
Purchase Price; Assumed Liabilities. The last sentence of Section 2 of the Option Agreement is amended and restated in its entirety as follows: “As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein), including but not limited to the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”); and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).” SGR/19101367.4 97955353.4 0067129-00001
Purchase Price; Assumed Liabilities. (a) In consideration of the sale of the Purchased Assets by Seller to Buyer, Buyer shall (and Buyer Parent shall cause Buyer to) (i) pay to Seller in US dollars the Final Up-Front Purchase Price in accordance with Section 2.6(a)(ii) and Section 2.9(d), (ii) pay to Seller in US dollars the Earn-Out Amounts in accordance with Section 2.13 and (iii) assume from Seller the Assumed Liabilities with respect to the Purchased Assets. Buyer shall (and Buyer Parent shall cause Buyer to) pay the Initial Up-Front Purchase Price, the Final Up-Front Purchase Price, the Earn-Out Amounts and any other amounts payable hereunder to Seller, together with any and all VAT payable thereon, without set-off or deduction and without withholding for any Taxes (including any Transfer Taxes).
Purchase Price; Assumed Liabilities. The purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be One Hundred Million AND 00/100 DOLLARS ($100,000,000.00), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”) which Timber Cutting Agreements are being retained by Seller; and (ii) any Seed Orchard Agreements (as defined in Section 37 below) which are not assigned to Purchaser at Closing; (b) all liabilities and obligations whatsoever arising from or relating to the ownership, use and operation of the Property by Purchaser and third parties on or after Closing, including, but not limited to, all obligations imposed on Purchaser or the Property under applicable Law (defined herein) and under the Oregon Forest Practices Act; and (c) all Continuing Obligations as defined in Section 34 below (collectively, the “Assumed Liabilities”).
Purchase Price; Assumed Liabilities. Deposits 25 2.9 Transfer Taxes 26 2.10 Allocation of Purchase Price 26 2.11 Escrow Account 27 2.12 Withholding 27 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 27 3.1 Organization, Good Standing and Other Matters 28 3.2 Authority and Enforceability 28 3.3 No Conflict; Required Filings and Consents 28 3.4 Compliance With Laws; Permits 29 3.5 Litigation 30 3.6 Real Property; Personal Property 30 3.7 Assigned Contracts 30 3.8 Brokers and Finders 31 3.9 Employee Benefit Plans 31 3.10 Labor and Employment 32 3.11 Intellectual Property 33 3.12 Data Protection and Privacy 35 3.13 Tax Matters 36 3.14 [Reserved] 36
Purchase Price; Assumed Liabilities. Etc 3 1.3 Prorations 5 1.4 Allocation of Consideration 5 1.5 Post-Closing Adjustment 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 7
Purchase Price; Assumed Liabilities
